Agmt20 Redwood City Improvement Association-CBID Operating Agreement

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13.5. Notwithstanding the forgoing, if the City Council determines that there has been a misuse, unauthorized, or illegal use of any District Revenues by RCIA, the City Council may terminate this Agreement immediately upon making a determination of such misuse, unauthorized, or illegal use of any District Revenues by RCIA. 14. Early Termination. Either Party may terminate this Agreement for any reason or no reason at any time upon giving the other Party sixty (60) days advance written notice. Upon notice of termination, RCIA and the City shall negotiate in good faith the return of any unspent funds received by RCIA from the City. 15. Termination Due to Expiration of Disestablishment of the District. This Agreement shall terminate if the District expires or is disestablished. 16. Termination for Bankruptcy or Assignment for the Benefit of Creditors. If RCIA files a voluntary petition in bankruptcy, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors, the City may at its option and without further notice to or demand upon RCIA, immediately cancel and/or terminate this Agreement, and terminate each and every right of RCIA, and any person claiming any rights by or through RCIA under this Agreement. 17. Inspection of Books and Records. During the term, and for a period of four (4) years after the Term, or two (2) years after the closure of any disputed matter, whichever occurs later, (the "Audit Period"), RCIA and any subcontractors shall maintain such data, financial and operational records related to this Agreement, which include, but are not limited to the Annual Financial Statements, the Annual Reports and Budgets and any audits (the "Books and Records"). 17.1. With respect to receipts, invoices, checks, payroll statements, bank statements, and all other evidence of payments for which RCIA is reimbursed by the City pursuant to this Agreement, RCIA shall maintain such documentation at its principal place of business in the City for the required period of time. 17.2. At any time during normal business hours and as often as the City deems necessary, RCIA and all subcontractors shall make available to the City for examination and copying at reasonable locations within the City all data and records relating to all matters covered by this Agreement. 17.3. RCIA and all subcontractors will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and other data and media relating to all matters covered in this Agreement. If RCIA does not make them available within the City, then RCIA shall pay all City's travel related costs and expenses to audit records associated with this Agreement where the records are maintained. 18. Non -Discrimination in Employment. RCIA shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, disability or any other basis protected by federal or state law in the solicitation, selection, hiring or treatment of any employee, subcontractor, vendor or supplier who is subject to this Agreement. RCIA shall ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT REV: 06-25-2020 MI Page 12 of 18